Local 3-7, International Woodworkers of America v. Daw Forest Products Company

833 F.2d 789 127 L.R.R.M. (BNA) 2353 , 108 Lab.Cas. P 10,250 LOCAL 3-7, INTERNATIONAL WOODWORKERS OF AMERICA, Plaintiff-Appellant, v. DAW FOREST PRODUCTS COMPANY, Defendant-Appellee. No. 86-3891. United States Court of Appeals, Ninth Circuit. Argued and Submitted March 2, 1987. Decided Nov. 30, 1987. Robert D. Durham, Kulongoski, Durham, Drummonds & Colombo, Portland, Or., for plaintiff-appellant. On brief was Lynn-Marie Crider, Gladstone, Or. Norman J. Wiener and Maureen R. Sloane, Miller, Nash, Wiener, Hager & Carlsen, Portland, Or., for defendant-appellee. Appeal from the United States District Court for the District of Oregon. Before SNEED and HALL, Circuit Judges, and LEGGE, * District Judge. CYNTHIA HOLCOMB HALL, Circuit Judge: 1 Local 3-7 of the International Woodworkers of America (Union) brought this action in the district court against DAW Forest Products Company (Company) for specific performance of their "Memorandum of Agreement." In a published opinion, the district court found that the Memorandum was not an enforceable contract and dismissed the Union's claims. Local 3-7, International Woodworkers of America v. Daw Forest Products Co., 643 F.Supp. 122…

Local 3-7 of the International Woodworkers of America (Union) brought this action in the district court against DAW Forest Products Company (Company) for specific performance of their “Memorandum of Agreement.” In a published opinion, the district court found that the Memorandum was not an enforceable contract and dismissed the Union’s claims. Local 3-7, International Woodworkers of America v. Daw Forest Products Co., 643 F.Supp. 122 (D.Or.1986). The district court found that the Memorandum’s key terms were “simply too vague,” providing an insufficient basis for determining the existence of a breach or the appropriate remedy. Id. at 124 . The Union now appeals.

We reverse and remand to the district court.

I.

In late 1983, the Company began negotiations with Diamond International Corporation (Diamond) to purchase Diamond’s sawmill and logging operations in the Bend, Oregon area. The Company ultimately purchased the logging operations in May of 1984 with the intention of operating the logging portion of the business as long as it was profitable. At the time of the purchase, Diamond had collective bargaining agreements with both the sawmill and logging employees. The Company…

dissenting:

I respectfully dissent. In summary, I conclude that the district court correctly *797 performed its duties of fact finding and contract interpretation. The language of the Memorandum of Agreement was obviously vague. The district court conducted a trial, with the essential issues being the history of the events and the intentions of the parties. The district court then made its decision on intent, and concluded that the Memorandum of Agreement was not intended “to be a binding contract.” The court found the memorandum too vague to determine duty, breach, or remedy. I believe that the district court correctly applied the law, and that its findings of fact were certainly not clearly erroneously, the standard by which this appellate court must review those findings.

With respect to Clause One: The agreement by the Company was simply to “consider in good faith.” The decisions were left to the unilateral discretion of the Company. After hearing the evidence of conduct and intent, the district court found that there was an absence of intent to make a contract, that the clause was too vague to be enforced, and that the determination of a remedy would be futile. Being…